UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
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(Address of principal executive offices) |
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Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Ferrellgas Partners, L.P.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Partners Finance Corp.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas, L.P.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Finance Corp.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 10, 2024, in connection with the posting of the Appeal Bond (as defined below under Item 8.01 Other Events), letters of credit in an aggregate principal amount of $124.5 million were issued as Eddystone Litigation Appeal LCs under the Credit Agreement dated as of March 30, 2021, as thereby amended from time to time (as amended, the “Credit Agreement”), to the surety providers under the Appeal Bond.
The foregoing description of the issuance of the Eddystone Litigation Appeal LCs is only a summary and is qualified in its entirety by reference to the Credit Agreement.
Item 8.01 Other Events.
As previously disclosed, Ferrellgas Partners, L.P. (“Ferrellgas Partners”) and Bridger Logistics, LLC (“Bridger Logistics”) were named, along with certain other defendants, in a lawsuit (the “EDPA Lawsuit”) filed by Eddystone Rail Company (“Eddystone”) on February 2, 2017, in the U.S. District Court for the Eastern District of Pennsylvania (the “District Court”). On June 7, 2024, the District Court entered an Order and Judgment (the “Judgment”) in the EDPA Lawsuit in favor of Eddystone and against Bridger Energy, LLC (“Bridger Energy”) in the amount of $0.9 million, Bridger Transportation, LLC (“Bridger Transportation”) in the amount of $1.4 million, and Ferrellgas Partners and Bridger Logistics in the amount of $169.3 million.
Ferrellgas Partners, Bridger Logistics, Bridger Energy and Bridger Transportation (collectively, the “Appellants”) filed their notice of appeal on July 3, 2024 to appeal the Judgment to the U.S. Court of Appeals for the Third Circuit. On July 9, 2024, the District Court approved an order approving an appeal bond on behalf of Ferrellgas Partners, Bridger Energy, and Bridger Transportation (the “Bonded Appellants”) in the amount of $190 million (the “Appeal Bond”) and granting a stay of execution with respect to the Bonded Appellants.
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FERRELLGAS PARTNERS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: July 11, 2024 | By: | /s/ Michael E. Cole |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
FERRELLGAS PARTNERS FINANCE CORP. | ||
Date: July 11, 2024 | By: | /s/ Michael E. Cole |
Chief Financial Officer and Sole Director | ||
(Principal Financial and Accounting Officer) | ||
FERRELLGAS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: July 11, 2024 | By: | /s/ Michael E. Cole |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
FERRELLGAS FINANCE CORP. | ||
Date: July 11, 2024 | By: | /s/ Michael E. Cole |
Chief Financial Officer and Sole Director | ||
(Principal Financial and Accounting Officer) | ||